UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series B Convertible Preferred Stock | Â (1) | Â (1) | Common Stock | 1,887,473 | $ (1) | D (2) | Â |
Series C-2 Convertible Preferred Stock | Â (3) | Â (3) | Common Stock | 2,123,453 | $ (3) | D (2) | Â |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Celgene European Investment Co LLC 86 MORRIS AVENUE SUMMIT, NJ 07901 |
 |  X |  |  |
CELGENE CORP /DE/ 86 MORRIS AVENUE SUMMIT, NJ 07901 |
 |  X |  |  |
/s/Perry A Karsen__________________________ Perry A Karsen, Manager | 07/23/2013 | |
**Signature of Reporting Person | Date | |
Perry A Karsen, COO | 07/23/2013 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | The Series B Convertible Preferred Stock is convertible into Common Stock, without payment of further consideration, on a 1-for-2.75 basis into the number of shares of Common Stock as shown in column 3 at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The shares have no expiration date. |
(2) | These shares are owned directly by Celgene European Investment Company LLC, a wholly-owned subsidiary of Celgene Corproration ("Celgene"), and Celgene has the power to vote, acquire, hold and dispose of all shares. Celgene disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein. |
(3) | The Series C-2 Convertible Preferred Stock is convertible into Common Stock, without payment of further consideration, on a 1-for-2.75 basis into the number of shares of Common Stock as shown in column 3 at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The shares have no expiration date. |